<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2001

                         Commission File Number 0-25370
                               RENT-A-CENTER, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                         48-1024367
 (State or other jurisdiction of                         (I.R.S.Employer
  incorporation or organization)                         Identification No.)

                       5700 Tennyson Parkway, Third Floor
                               Plano, Texas 75024
                                 (972) 801-1100
                   (Address, including zip code, and telephone
                  number, including area code, of registrant's
                          principal executive offices)

                                      NONE
                     (Former name, former address and former
                   fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                               YES [X]    NO [ ]



Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 08, 2001:


              Class                                        Outstanding
--------------------------------------                     -----------
Common stock, $.01 par value per share                     26,679,594



<PAGE>   2

                                TABLE OF CONTENTS

<Table>
<Caption>
PART I.       FINANCIAL INFORMATION                                                                   PAGE NO.
              ---------------------                                                                   --------
<S>           <C>                                                                                    <C>

Item 1.       Consolidated Financial Statements

              Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000                          3

              Consolidated Statements of Earnings for the six months ended                                   4
                  June 30, 2001 and 2000

              Consolidated Statements of Earnings for the three months ended                                 5
                  June 30, 2001 and 2000

              Consolidated Statements of Cash Flows for the six months ended                                 6
                  June 30, 2001 and 2000

              Notes to Consolidated Financial Statements                                                     7

Item 2.       Management's Discussion and Analysis of Financial Condition                                   12
                  and Results of Operations

Item 3.       Quantitative and Qualitative Disclosure About Market Risk                                     21

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                                                             22

Item 4.       Submission of Matters to a Vote of Security Holders                                           23

Item 6.       Exhibits and Reports on Form 8-K                                                              24

SIGNATURES                                                                                                  28


</Table>




                                       2
<PAGE>   3


                      RENT-A-CENTER, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



<Table>
<Caption>
(In thousands of dollars)                                        June 30,       December 31,
                                                                   2001             2000
                                                               -------------    -------------
                                                                 Unaudited
<S>                                                           <C>              <C>
ASSETS
    Cash and cash equivalents                                  $      27,398    $      36,495
    Accounts receivable - trade                                        1,459            3,254
    Prepaid expenses and other assets                                 32,829           31,805
    Rental merchandise, net
      On rent                                                        513,689          477,095
      Held for rent                                                  125,016          110,137
    Property assets, net                                              98,198           87,168
    Deferred income taxes                                             11,911           32,628
    Intangible assets, net                                           717,064          708,328
                                                               -------------    -------------

                                                               $   1,527,564    $   1,486,910
                                                               =============    =============

LIABILITIES
    Accounts payable - trade                                   $      47,478    $      65,696
    Accrued liabilities                                              107,229           89,560
    Senior debt                                                      490,000          566,051
    Subordinated notes payable                                       175,000          175,000
                                                               -------------    -------------
                                                                     819,707          896,307

COMMITMENTS AND CONTINGENCIES                                             --               --

PREFERRED STOCK
    Redeemable convertible voting preferred stock, net of
    placement costs, $.01 par value; 5,000,000 shares
    authorized; 287,042 and 281,756 shares issued
    and outstanding in 2001 and 2000, respectively                   286,518          281,232

STOCKHOLDERS' EQUITY
    Common stock, $.01 par value; 125,000,000 and 50,000,000
      shares authorized; 27,580,528 and 25,700,058 shares
      issued in 2001 and 2000, respectively                              276              257
    Additional paid-in capital                                       184,522          115,607
    Accumulated comprehensive loss                                    (2,529)              --
    Retained earnings                                                264,070          218,507
                                                               -------------    -------------
    Treasury stock, 990,099 shares at cost                           (25,000)         (25,000)
                                                               -------------    -------------
                                                                     421,339          309,371
                                                               -------------    -------------

                                                               $   1,527,564    $   1,486,910
                                                               =============    =============
</Table>


        The accompanying notes are an integral part of these statements.

                                       3

<PAGE>   4


                      RENT-A-CENTER, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS


<Table>
<Caption>
(In thousands, except per share data)                 Six months ended June 30,
                                                     ----------------------------
                                                         2001            2000
                                                     ------------    ------------
                                                              Unaudited
<S>                                                  <C>             <C>
Revenues

  Store
     Rentals and fees                                $    802,146    $    710,547
     Merchandise sales                                     50,871          45,019
     Other                                                  2,238             994
  Franchise
     Merchandise sales                                     24,259          25,212
     Royalty income and fees                                2,947           2,999
                                                     ------------    ------------
                                                          882,461         784,771

Operating expenses
  Direct store expenses
     Depreciation of rental merchandise                   165,088         145,531
     Cost of merchandise sold                              37,000          37,396
     Salaries and other expenses                          486,584         419,846
  Franchise cost of merchandise sold                       23,197          24,234
                                                     ------------    ------------
                                                          711,869         627,007

  General and administrative expenses                      26,803          23,481
  Amortization of intangibles                              14,664          13,930
  Class action litigation settlements                          --         (22,383)
                                                     ------------    ------------

        Total operating expenses                          753,336         642,035

        Operating profit                                  129,125         142,736

Interest expense                                           32,378          37,369
Interest income                                              (588)           (374)
                                                     ------------    ------------

        Earnings before income taxes                       97,335         105,741

Income tax expense                                         44,792          50,231
                                                     ------------    ------------

        NET EARNINGS                                       52,543          55,510

Preferred dividends                                         9,378           5,133
                                                     ------------    ------------

Net earnings allocable to common stockholders        $     43,165    $     50,377
                                                     ============    ============

Basic earnings per common share                      $       1.71    $       2.07
                                                     ============    ============

Diluted earnings per common share                    $       1.43    $       1.62
                                                     ============    ============
</Table>


        The accompanying notes are an integral part of these statements.



                                       4
<PAGE>   5

                      RENT-A-CENTER, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS




<Table>
<Caption>
(In thousands, except per share data)                 Three months ended June 30,
                                                     -------------    -------------
                                                          2001             2000
                                                     -------------    -------------
                                                                Unaudited
<S>                                                  <C>              <C>
Revenues
  Store
     Rentals and fees                                $     409,023    $     360,227
     Merchandise sales                                      20,112           17,680
     Other                                                     908              502
  Franchise
     Merchandise sales                                      11,232           12,321
     Royalty income and fees                                 1,484            1,515
                                                     -------------    -------------
                                                           442,759          392,245


Operating expenses
  Direct store expenses
     Depreciation of rental merchandise                     84,276           73,803
     Cost of merchandise sold                               15,445           14,566
     Salaries and other expenses                           244,365          211,321
  Franchise cost of merchandise sold                        10,703           11,793
                                                     -------------    -------------
                                                           354,789          311,483

  General and administrative expenses                       13,934           12,006
  Amortization of intangibles                                7,396            6,955
  Class action litigation settlements                           --          (22,383)
                                                     -------------    -------------

        Total operating expenses                           376,119          308,061

        Operating profit                                    66,640           84,184

Interest expense                                            15,868           18,361
Interest income                                               (227)            (117)
                                                     -------------    -------------

        Earnings before income taxes                        50,999           65,940

Income tax expense                                          23,454           31,319
                                                     -------------    -------------

        NET EARNINGS                                        27,545           34,621

Preferred dividends                                          5,053            2,579
                                                     -------------    -------------

Net earnings allocable to common stockholders        $      22,492    $      32,042
                                                     =============    =============

Basic earnings per common share                      $         .88    $        1.32
                                                     =============    =============

Diluted earnings per common share                    $         .74    $        1.00
                                                     =============    =============
</Table>




        The accompanying notes are an integral part of these statements.



                                       5
<PAGE>   6

                      RENT-A-CENTER, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<Table>
<Caption>
                                                                         Six months ended June 30,
                                                                  -----------------------------------------
(In thousands of dollars)                                                2001                  2000
                                                                  ------------------    -------------------
                                                                                 Unaudited
<S>                                                                      <C>              <C>
Cash flows from operating activities
   Net earnings                                                          $      52,543    $      55,510

   Adjustments to reconcile net earnings to net cash provided
    by operating activities
     Depreciation of rental merchandise                                        165,088          145,531
     Depreciation of property assets                                            18,312           16,353
     Amortization of intangibles                                                14,664           13,930
     Amortization of financing fees                                              1,380            1,319
  Changes in operating assets and liabilities, net of effects of
    Acquisitions
     Rental merchandise                                                       (205,454)        (189,022)
     Accounts receivable - trade                                                 1,795            2,017
     Prepaid expenses and other assets                                          (2,389)          (3,916)
     Deferred income taxes                                                      20,717           34,823
     Accounts payable - trade                                                  (18,218)         (19,688)
     Accrued liabilities                                                        15,140           19,518
                                                                         -------------    -------------
        Net cash provided by operating activities                               63,578           76,375

Cash flows from investing activities
   Purchase of property assets                                                 (29,685)         (15,353)
   Proceeds from sale of property assets                                           356              418
   Acquisitions of businesses, net of cash acquired                            (34,534)         (26,994)
                                                                         -------------    -------------
        Net cash used in investing activities                                  (63,863)         (41,929)

Cash flows from financing activities
   Exercise of stock options                                                    21,562              455
   Proceeds from debt                                                               --          207,480
   Proceeds from issuance of common stock                                       45,677               --
   Repayments of debt                                                          (76,051)        (214,818)
                                                                         -------------    -------------
            Net cash used in financing activities                               (8,812)          (6,883)

        NET INCREASE (DECREASE) IN CASH AND CASH
          EQUIVALENTS                                                           (9,097)          27,563

Cash and cash equivalents at beginning of period                                36,495           21,679
                                                                         -------------    -------------

Cash and cash equivalents at end of period                               $      27,398    $      49,242
                                                                         =============    =============
</Table>



        The accompanying notes are an integral part of these statements.

                                       6

<PAGE>   7




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The interim financial statements of Rent-A-Center, Inc. included herein
     have been prepared by us pursuant to the rules and regulations of the
     Securities and Exchange Commission. Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with accounting principles generally accepted in the United
     States of America have been condensed or omitted pursuant to the
     Commission's rules and regulations, although we believe that the
     disclosures are adequate to make the information presented not misleading.
     We suggest that these financial statements be read in conjunction with the
     financial statements and notes included in our Annual Report on Form 10-K
     for the year ended December 31, 2000 and our Quarterly Report on Form
     10-Q/A for the three months ended March 31, 2001. In our opinion, the
     accompanying unaudited interim financial statements contain all
     adjustments, consisting only of those of a normal recurring nature,
     necessary to present fairly our results of operations and cash flows for
     the periods presented. The results of operations for the periods presented
     are not necessarily indicative of the results to be expected for the full
     year.

     Effective January 1, 2001, we adopted Statement of Financial Accounting
     Standard No. 133, which establishes accounting and reporting standards for
     derivative instruments, including certain derivative instruments embedded
     in other contracts and hedging activities. All derivatives, whether
     designated in hedging relationships or not, are required to be recorded on
     the balance sheet at fair value. If the derivative is designated as a fair
     value hedge, the changes in the fair value of the derivative and of the
     hedged item attributable to the hedged risk are recognized in earnings. If
     the derivative is designated as a cash flow hedge, the effective portions
     of changes in the fair value of the derivative are recorded in other
     comprehensive income and are recognized in the income statement when the
     hedged item affects earnings. Ineffective portions of changes in the fair
     value of cash flow hedges are recognized in earnings.

     The adoption of SFAS 133 on January 1, 2001 resulted in a cumulative
     pre-tax increase to other comprehensive income of $2.6 million, or $1.4
     million after taxes. As a result of a decline in interest rates during the
     six months ended June 30, 2001, accumulated other comprehensive loss for
     the six months ended June 30, 2001 was $2.5 million after taxes.

     We utilize our derivative instruments to manage our exposure to interest
     rate fluctuations. Our objective is to minimize the risk of fluctuations
     using the most effective methods to eliminate or reduce the impact of this
     exposure.

     On July 20, 2001, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 141 ("SFAS 141"), Business
     Combinations and Statement of Financial Accounting Standards No. 142 ("SFAS
     142"), Goodwill and Intangible Assets. SFAS 141 is effective for all
     business combinations completed after June 30, 2001. SFAS 142 is effective
     for fiscal years beginning after December 15, 2001; however, certain
     provisions of this Statement apply to goodwill and other intangible assets
     acquired between July 1, 2001 and the effective date of SFAS 142.

     Major provisions of these Statements and their effective dates for us are
     as follows:

     o    all business combinations initiated after June 30, 2001 must use the
          purchase method of accounting;

     o    intangible assets acquired in a business combination must be recorded
          separately from goodwill if they arise from contractual or other legal
          rights or are separable from the acquired entity and can be sold,
          transferred, licensed, rented or exchanged, either individually or as
          part of a related contract, asset or liability;

     o    goodwill, as well as intangible assets with indefinite lives, acquired
          after June 30, 2001, will not be amortized;

     o    effective January 1, 2002, all previously recognized goodwill and
          intangible assets with indefinite lives will no longer be subject to
          amortization;

     o    effective January 1, 2002, goodwill and intangible assets with
          indefinite lives will be tested for impairment annually and whenever
          there is an impairment indicator; and

     o    all acquired goodwill must be assigned to reporting units for purposes
          of impairment testing and segment reporting.



                                       7
<PAGE>   8


     We will continue to amortize goodwill and intangible assets recognized
     prior to July 1, 2001, under the current method until January 1, 2002, at
     which time quarterly and annual goodwill amortization of approximately $7.1
     million and $28.4 million will no longer be recognized. We intend to
     complete a transitional fair value based impairment test of goodwill as of
     January 1, 2002 by December 31, 2002. In addition, we intend to complete a
     transitional impairment test of all intangible assets with indefinite lives
     by March 31, 2002. Impairment losses, if any, resulting from the
     transitional testing will be recognized in the quarter ended March 31,
     2002, as a cumulative effect of a change in accounting principle.

2.   EARNINGS PER SHARE

     Basic and diluted earnings per common share is computed based on the
     following information:

<Table>
<Caption>
(In thousands, except per share data)           Three months ended June 30, 2001
                                             -------------------------------------
                                             Net earnings       Shares   Per share
                                             ------------      --------  ---------



<S>                                          <C>              <C>         <C>
 Basic earnings per common share             $     22,492        25,672   $    .88
 Effect of dilutive stock options                      --         1,248
 Assumed conversion of convertible
  preferred stock                                   5,053(1)     10,275
                                             ------------      --------
 Diluted earnings per common share           $     27,545        37,195   $    .74
                                             ============      ========   ========
</Table>


<Table>
<Caption>


                                                Three months ended June 30, 2000
                                             -------------------------------------
                                             Net earnings      Shares    Per share
                                             ------------      --------  ---------


<S>                                          <C>               <C>        <C>
 Basic earnings per common share             $     32,042        24,326   $   1.32
 Effect of dilutive stock options                      --           319
 Assumed conversion of convertible
  preferred stock                                   2,579         9,900
                                             ------------      --------
Diluted earnings per common share            $     34,621        34,545   $   1.00
                                             ============      ========   ========

</Table>



<Table>
<Caption>


                                                Six months ended June 30, 2001
                                             -------------------------------------
                                             Net earnings      Shares    Per share
                                             ------------      --------  ---------


<S>                                          <C>              <C>         <C>
 Basic earnings per common share             $     43,165        25,303   $   1.71
 Effect of dilutive stock options                      --         1,253
 Assumed conversion of convertible
   preferred stock                                  9,378(1)     10,229
                                             ------------      --------
 Diluted earnings per common share           $     52,543        36,785   $   1.43
                                             ============      ========   ========


</Table>



<Table>
<Caption>

                                                 Six months ended June 30, 2000
                                             -------------------------------------
                                             Net earnings       Shares   Per share
                                             ------------      --------  ---------

<S>                                          <C>               <C>        <C>
 Basic earnings per common share             $     50,377        24,319   $   2.07
 Effect of dilutive stock options                      --           172
 Assumed conversion of convertible
   preferred stock                                  5,133         9,854
                                             ------------      --------
 Diluted earnings per common share           $     55,510        34,345   $   1.62
                                             ============      ========   ========
</Table>

----------

(1)  Dividends on our Series A preferred stock are payable quarterly at an
     annual rate of 3.75%. We account for shares of preferred stock distributed
     as dividends in-kind at the greater of the stated value or the value of the
     common stock obtainable upon conversion on the payment date.



                                       8
<PAGE>   9

For the three and six months ended June 30, 2001 and 2000, the number of stock
options that were outstanding but not included in the computation of diluted
earnings per common share because their exercise price was greater than the
average market price of the common stock, and therefore anti-dilutive, was
273,000, 2,287,314, 273,000 and 2,489,125 respectively.

3. SUBSIDIARY GUARANTORS

During 1998, we issued $175.0 million of senior subordinated notes, maturing on
August 15, 2008. The notes require semi-annual interest-only payments at 11%,
and are guaranteed by our two principal subsidiaries. We may redeem the
subordinated notes after August 15, 2003, at our option, in whole or in part. In
addition, subject to the restrictions set forth in our senior credit facility,
at any time prior to August 15, 2001, we may redeem up to 33.33% of the original
aggregate principal amount of the subordinated notes with the cash proceeds of
one or more equity offerings, at a redemption price of 111% of the principal
amount being redeemed.

The subordinated notes also require that upon the occurrence of a change in
control (as defined in the indenture governing the subordinated notes), the
holders of the subordinated notes have the right to require us to repurchase the
subordinated notes at a price equal to 101% of the original principle amount,
together with accrued and unpaid interest, if any, to the date of repurchase.

The indenture governing our subordinated notes contains covenants that limit our
ability to:

         o     incur additional debt;

         o     sell assets or our subsidiaries;

         o     grant liens to third parties;

         o     pay dividends or repurchase stock; and

         o     engage in a merger or sell substantially all of our assets.

Our direct and wholly-owned subsidiaries, consisting of ColorTyme, Inc. and
Advantage Companies, Inc., have fully, jointly and severally, and
unconditionally guaranteed our obligations under the subordinated notes. We have
one indirect subsidiary that is not a guarantor of the subordinated notes
because it is inconsequential. There are no restrictions on the ability of any
of the guarantors to transfer funds to us in the form of loans, advances or
dividends, except as provided by applicable law.

Set forth below is certain condensed consolidating financial information (within
the meaning of Rule 3-10 of Regulation S-X) as of June 30, 2001 and December 31,
2000 and for the six months ended June 30, 2001 and 2000. The financial
information includes the guarantors from the dates they were acquired or formed
by us and is presented using the push-down basis of accounting.





                                       9


<PAGE>   10

3. SUBSIDIARY GUARANTORS - (continued)


<Table>
<Caption>

                                            Parent          Subsidiary     Consolidating
                                            Company         Guarantors      Adjustments          Totals
                                         --------------   --------------   --------------    --------------
                                                                  (In thousands)
Condensed consolidating balance sheets

At June 30, 2001 (unaudited)

<S>                                      <C>              <C>              <C>               <C>
Rental merchandise, net ................ $      638,705   $           --   $           --    $      638,705
Intangible assets, net .................        366,738          350,326               --           717,064
Other assets ...........................        505,299           14,564         (348,068)          171,795
                                         --------------   --------------   --------------    --------------
    Total assets ....................... $    1,510,742   $      364,890   $     (348,068)   $    1,527,564
                                         ==============   ==============   ==============    ==============
Senior debt ............................ $      490,000   $           --   $           --    $      490,000
Other liabilities ......................        326,540            3,167               --           329,707
Preferred stock ........................        286,518               --               --           286,518
Stockholders' equity ...................        407,684          361,723         (348,068)          421,339
                                         --------------   --------------   --------------    --------------
    Total liabilities and equity ....... $    1,510,742   $      364,890   $     (348,068)   $    1,527,564
                                         ==============   ==============   ==============    ==============

At December 31, 2000

Rental merchandise, net ................ $      587,232   $           --   $           --    $      587,232
Intangible assets, net .................        351,498          356,830               --           708,328
Other assets ...........................        531,992           13,754         (354,396)          191,350
                                         --------------   --------------   --------------    --------------
    Total assets ....................... $    1,470,722   $      370,584   $     (354,396)   $    1,486,910
                                         ==============   ==============   ==============    ==============
Senior debt ............................ $      566,051   $           --   $           --    $      566,051
Other liabilities ......................        325,995            4,261               --           330,256
Preferred stock ........................        281,232               --               --           281,232
Stockholders' equity ...................        297,444          366,323         (354,396)          309,371
                                         --------------   --------------   --------------    --------------
    Total liabilities and equity ....... $    1,470,722   $      370,584   $     (354,396)   $    1,486,910
                                         ==============   ==============   ==============    ==============
</Table>



<Table>
<Caption>

                                                Parent      Subsidiary
                                               Company      Guarantors          Total
                                             ------------   ------------    ------------
                                                           (In thousands)


Condensed consolidating statements of earnings

Six Months Ended June 30, 2001 (unaudited)

<S>                                          <C>            <C>             <C>
Total revenues .........................     $    855,255   $     27,206    $    882,461
Direct store expenses ..................          688,672             --         688,672
Other  expenses ........................          111,721         29,525         141,246
                                             ------------   ------------    ------------
Net earnings (loss) ....................     $     54,862   $     (2,319)   $     52,543
                                             ============   ============    ============

Six Months Ended June 30, 2000 (unaudited)

Total revenues .........................     $    756,560   $     28,211    $    784,771
Direct store expenses ..................          602,773             --         602,773
Other expenses .........................           95,926         30,562         126,488
                                             ------------   ------------    ------------
Net earnings (loss) ....................     $     57,861   $     (2,351)   $     55,510
                                             ============   ============    ============
</Table>


                                       10

<PAGE>   11


3. SUBSIDIARY GUARANTORS - (continued)


<Table>
<Caption>




                                                                 Parent         Subsidiary
                                                                 Company        Guarantors        Total
                                                               ------------    ------------    ------------
                                                                              (In thousands)

Condensed consolidating statements of earnings

Three Months Ended June 30, 2001 (unaudited)

<S>                                                            <C>             <C>             <C>
Total revenues .............................................   $    430,043    $     12,716    $    442,759
Direct store expenses ......................................        344,086              --         344,086
Other expenses .............................................         57,261          13,867          71,128
                                                               ------------    ------------    ------------
Net earnings (loss) ........................................   $     28,696    $     (1,151)   $     27,545
                                                               ============    ============    ============

Three Months Ended June 30, 2000 (unaudited)

Total revenues .............................................   $    378,409    $     13,836    $    392,245
Direct store expenses ......................................        299,690              --         299,690
Other expenses .............................................         42,977          14,957          57,934
                                                               ------------    ------------    ------------
Net earnings (loss) ........................................   $     35,742    $     (1,121)   $     34,621
                                                               ============    ============    ============
</Table>


<Table>
<Caption>


                                                                 Parent         Subsidiary
                                                                 Company        Guarantors        Total
                                                               ------------    ------------    ------------
                                                                              (In thousands)
Condensed consolidated statement of cash flows:

Six months ended June 30, 2001 (unaudited)

<S>                                                            <C>             <C>             <C>
Net cash provided by operating activities ..................   $     61,655    $      1,923    $     63,578
                                                               ------------    ------------    ------------

Cash flows from investing activities
  Purchase of property assets ..............................        (29,652)            (33)        (29,685)
  Acquisitions of businesses, net of cash acquired .........        (34,534)             --         (34,534)
  Other ....................................................            356              --             356
                                                               ------------    ------------    ------------
Net cash used in investing activities ......................        (63,830)            (33)        (63,863)

Cash flows from financing activities
  Exercise of stock options ................................         21,562              --          21,562
  Repayments of debt .......................................        (76,051)             --         (76,051)
  Proceeds from the issuance of common stock ...............         45,677              --          45,677
  Intercompany advances ....................................          1,890          (1,890)             --
                                                               ------------    ------------    ------------
Net cash used in financing activities ......................         (6,922)         (1,890)         (8,812)
                                                               ------------    ------------    ------------

Net decrease in cash and cash equivalents ..................         (9,097)             --          (9,097)
                                                               ------------    ------------    ------------
Cash and cash equivalents at beginning of period ...........         36,495              --          36,495
                                                               ------------    ------------    ------------
Cash and cash equivalents at end of period .................   $     27,398    $         --    $     27,398
                                                               ============    ============    ============

Six months ended June 30, 2000 (unaudited)

Net cash provided by operating activities ..................   $     74,076    $      2,299    $     76,375
                                                               ------------    ------------    ------------
Cash flows from investing activities
  Purchase of property assets ..............................        (15,295)            (58)        (15,353)
  Acquisitions of businesses, net of cash acquired .........        (26,994)             --         (26,994)
  Other ....................................................            418              --             418
                                                               ------------    ------------    ------------
Net cash used in investing activities ......................        (41,871)            (58)        (41,929)

Cash flows from financing activities
  Proceeds from debt .......................................        207,480              --         207,480
  Repayments of debt .......................................       (214,818)             --        (214,818)
  Intercompany advances ....................................          2,241          (2,241)             --
  Other ....................................................            455              --             455
                                                               ------------    ------------    ------------
Net cash used in financing activities ......................         (4,642)         (2,241)         (6,883)
                                                               ------------    ------------    ------------

Net increase in cash and cash equivalents ..................         27,563              --          27,563
Cash and cash equivalents at beginning of period ...........         21,679              --          21,679
                                                               ------------    ------------    ------------
Cash and cash equivalents at end of period .................   $     49,242    $         --    $     49,242
                                                               ============    ============    ============
</Table>


                                       11
<PAGE>   12



4.   COMPREHENSIVE INCOME

Comprehensive income includes net earnings and items of other comprehensive
income or loss, which, for the periods presented, includes the effect on other
comprehensive loss of the cumulative effect of adopting SFAS 133. The following
table provides information regarding comprehensive income, net of tax:


<Table>
<Caption>


                                                       Six months ended June 30,     Three months ended June 30,
                                                     ----------------------------   ----------------------------
                                                            (in thousands)                 (in thousands)
                                                         2001            2000           2001            2000
                                                     ------------    ------------   ------------    ------------

<S>                                                  <C>             <C>            <C>             <C>
Net earnings                                         $     52,543    $     55,510   $     27,545    $     34,621
Other comprehensive (loss) income:
     Unrealized gain on derivatives held
       as cash flow hedges:
         Cumulative effect of adoption of SFAS 133          1,378              --             --              --
         Change in unrealized loss during period           (4,193)             --           (658)             --
         Reclassification adjustment for loss
           included in net earnings                           286              --          1,017              --
                                                     ------------    ------------   ------------    ------------
             Other comprehensive (loss) income             (2,529)             --            359              --
                                                     ------------    ------------   ------------    ------------
Comprehensive income                                 $     50,014    $     55,510   $     27,904    $     34,621
                                                     ============    ============   ============    ============
</Table>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
        RESULTS OF OPERATIONS

GENERAL

This report contains forward-looking statements that involve risks and
uncertainties. Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate" or "believe." We believe that the expectations
reflected in these forward-looking statements are accurate. However, we cannot
assure you that these expectations will occur. Our actual future performance
could differ materially from such statements. Factors that could cause or
contribute to these differences include, but are not limited to:

         o     uncertainties regarding the ability to open new stores;

         o     our ability to acquire additional rent-to-own stores on favorable
               terms;

         o     our ability to enhance the performance of these acquired stores;

         o     the results of our litigation;

         o     the passage of legislation adversely affecting the rent-to-own
               industry;

         o     interest rates;

         o     our ability to collect on our rental purchase agreements;

         o     our ability to effectively hedge interest rates on our
               outstanding debt;

         o     changes in our effective tax rate; and

         o     the other risks detailed from time to time in our SEC reports.

You should not unduly rely on these forward-looking statements, which speak only
as of the date of this report. Except as required by law, we are not obligated
to publicly release any revisions to these forward-looking statements to reflect
events or circumstances occurring after the date of this report or to reflect
the occurrence of unanticipated events. Additional important factors that could
cause our actual results to differ materially from our expectations are
discussed under Risk Factors in our Annual Report on Form 10-K for our fiscal
year ended December 31, 2000.


                                       12

<PAGE>   13

OUR BUSINESS

We are the largest rent-to-own operator in the United States with an approximate
27% market share based on store count. At June 30, 2001, we operated 2,270
company-owned stores in 50 states, the District of Columbia and Puerto Rico. Our
subsidiary, ColorTyme, is a national franchisor of rent-to-own stores. At June
30, 2001, ColorTyme franchised 343 stores in 42 states, 330 of which operated
under the ColorTyme name and 13 stores which operated under the Rent-A-Center
name. Our stores offer high quality durable products such as home electronics,
appliances, computers, and furniture and accessories under flexible rental
purchase agreements that allow the customer to obtain ownership of the
merchandise at the conclusion of an agreed-upon rental period. These rental
purchase agreements are designed to appeal to a wide variety of customers by
allowing them to obtain merchandise that they might otherwise be unable to
obtain due to insufficient cash resources or a lack of access to credit. These
agreements also cater to customers who only have a temporary need, or who simply
desire to rent rather than purchase the merchandise.

We have pursued an aggressive growth strategy since we were acquired in 1989 by
J. Ernest Talley, our Chairman of the Board and Chief Executive Officer. We have
sought to acquire underperforming stores to which we could apply our operating
model as well as open new stores. As a result, the acquired stores have
generally experienced more significant revenue growth during the initial periods
following their acquisition than in subsequent periods. Because of significant
growth since our formation, particularly due to the Thorn Americas acquisition,
our historical results of operations and period-to-period comparisons of such
results and other financial data, including the rate of earnings growth, may not
be meaningful or indicative of future results.

We plan to accomplish our future growth through selective and opportunistic
acquisitions, with an emphasis on new store development. Typically, a newly
opened store is profitable on a monthly basis in the seventh to ninth month
after its initial opening. Historically, a typical store has achieved break-even
profitability in 18 to 24 months after its initial opening. Total financing
requirements of a typical new store approximate $400,000, with roughly 70% of
that amount relating to the purchase of rental merchandise inventory. A newly
opened store historically has achieved results consistent with other stores that
have been operating within the system for greater than two years by the end of
its third year of operation. As a result, our quarterly earnings are impacted by
how many new stores are opened during that quarter and the quarters preceding
it. There can be no assurance that we will open any new stores in the future, or
as to the number, location or profitability.

We believe that the cashflow generated from operations, together with amounts
available under our senior credit facilities, will be sufficient to fund our
debt service requirements, working capital needs, capital expenditures, and our
store expansion intentions during 2001. The revolving credit facility provides
us with revolving loans in an aggregate principal amount not exceeding $120.0
million. At June 30, 2001, we had $76.3 million available under our various debt
agreements.

In addition, to provide any additional funds necessary for the continued pursuit
of our operating and growth strategies, we may incur from time to time
additional short or long-term bank indebtedness and may issue, in public or
private transactions, equity and debt securities. The availability and
attractiveness of any outside sources of financing will depend on a number of
factors, some of which will relate to our financial condition and performance,
and some of which are beyond our control, such as prevailing interest rates and
general economic conditions. There can be no assurance additional financing will
be available, or if available, will be on terms acceptable to us.

If a change in control occurs, we may be required to offer to purchase all of
our outstanding subordinated notes at 101% of their principal amount, plus
accrued interest to the date of repurchase. Our senior credit facilities
restrict our ability to repurchase our subordinated notes, including in the
event of a change in control. In addition, a change in control would result in
an event of default under our senior credit facilities, which could then be
accelerated by our lenders, and would require us to offer to redeem our Series A
preferred stock. In the event a change in control occurs, we cannot be sure that
we would have enough funds to immediately pay our accelerated senior credit
facility obligations, all of our senior subordinated notes and for the
redemption of our Series A preferred stock, or that we would be able to obtain
financing to do so on favorable terms, if at all.



                                       13
<PAGE>   14



COMPONENTS OF INCOME AND EXPENSE

Revenue. We collect non-refundable rental payments and fees in advance,
generally on a weekly or monthly basis. This revenue is recognized over the term
of the agreement. Rental purchase agreements generally include a discounted
early purchase option. Amounts received upon sales of merchandise under these
options, and upon the sale of used merchandise, are recognized as revenue when
the merchandise is sold.

Franchise Revenue. Revenue from the sale of rental merchandise is recognized
upon shipment of the merchandise to the franchisee. Franchise fee revenue is
recognized upon completion of substantially all services and satisfaction of all
material conditions required under the terms of the franchise agreement.

Depreciation of Rental Merchandise. We depreciate our rental merchandise using
the income forecasting method. The income forecasting method of depreciation
does not consider salvage value and does not allow the depreciation of rental
merchandise during periods when it is not generating rental revenue. For income
tax purposes we depreciate our merchandise using the modified accelerated cost
recovery system, or MACRS, with a three year life.

Cost of Merchandise Sold. Cost of merchandise sold represents the book value net
of accumulated depreciation of rental merchandise at time of sale.

Salaries and Other Expenses. Salaries and other expenses include all salaries
and wages paid to store level employees, together with market managers'
salaries, travel and occupancy, including any related benefits and taxes, as
well as all store level general and administrative expenses and selling,
advertising, occupancy, fixed asset depreciation and other operating expenses.

General and Administrative Expenses. General and administrative expenses include
all corporate overhead expenses related to our headquarters such as salaries,
taxes and benefits, occupancy, administrative and other operating expenses, as
well as regional directors' salaries, travel and office expenses.

Amortization of Intangibles. Amortization of intangibles consists primarily of
the amortization of the excess of purchase price over the fair market value of
acquired assets and liabilities. In July 2001, the Financial Accounting
Standards Board issued SFAS 142, Goodwill and Intangible Assets, which revises
the accounting for purchased goodwill and intangible assets. Under SFAS 142,
goodwill and intangible assets with indefinite lives acquired after June 30,
2001 will not be amortized. Effective January 1, 2002, all previously recognized
goodwill and intangible assets with indefinite lives will no longer be subject
to amortization. Also effective January 1, 2002, goodwill and intangible assets
with indefinite lives will be tested for impairment annually, and in the event
of an impairment indicator. SFAS 142 is effective for fiscal years beginning
after December 15, 2001, with early adoption permitted for companies with fiscal
years beginning after March 15, 2001 if their first quarter financial statements
have not previously been issued.

RECENT DEVELOPMENTS

In the second half of 2000, we resumed our strategy of increasing our store base
and annual revenues and profits through opportunistic acquisitions and new store
openings. During the second quarter of 2001, we acquired 74 stores for
approximately $30.9 million in cash in nine separate transactions and opened an
additional 20 stores. We also closed three stores, merging two with existing
stores and selling one. For the six months ended June 30, 2001, we acquired a
total of 78 stores for approximately $32.5 million in 12 separate transactions,
opened 43 new stores, and closed nine stores. Of the closed stores, six were
merged with existing stores and the other three were sold. As of August 10, 2001
we have acquired an additional 5 stores for approximately $1.6 million in cash
in 2 separate transactions during the third quarter of 2001. In addition, we
have also opened another six stores and closed eight, merging them all with
existing stores. It is our intention to increase the number of stores we operate
by an average of approximately 10% per year over the next several years.

On May 31, 2001, we completed an offering of 3,680,000 shares of our common
stock at an offering price of $42.50 per share. In this offering, 1,150,000
shares were offered by us and 2,530,000 shares were offered by some of our
stockholders. We used the net proceeds we received of approximately $45.7
million to pay down existing debt.

In July 2001, the FASB issued SFAS 141, Business Combinations. This standard
eliminates the pooling method of accounting for business combinations initiated
after June 30, 2001. In addition, SFAS 141 addresses the accounting for
intangible assets and goodwill acquired in a business combination. This portion
of SFAS 141 is effective for business combinations completed after June 30,
2001. We do not expect SFAS 141 to have a material effect on the Company's
financial position or results of operations.



                                       14
<PAGE>   15

As mentioned above, in July 2001 the FASB also issued SFAS 142, Goodwill and
Intangible Assets, which revises the accounting for purchased goodwill and
intangible assets. SFAS 142 is effective for fiscal years beginning after
December 15, 2001, with early adoption permitted for companies with fiscal years
beginning after March 15, 2001 if their first quarter financial statements have
not previously been issued.

RESULTS OF OPERATIONS

THE SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2000

Store Revenue. Total store revenue increased by $98.7 million, or 13.0%, to
$855.3 million for the six months ended June 30, 2001 from $756.6 million for
the six months ended June 30, 2000. The increase in total store revenue is
directly attributable to the success of our efforts on improving store
operations through:

         o     increasing the number of units on rent;

         o     increasing our customer base;

         o     increasing the average price per unit on rent by upgrading our
               rental merchandise; and

         o     incremental revenues through acquisitions.

This focus resulted in same store revenues increasing by $62.8 million, or 8.7%,
to $782.3 million for the six months ended June 30, 2001 from $719.5 million for
the six months ended June 30, 2000. Same store revenues represent those revenues
earned in stores that were operated by us for each of the entire six month
periods ending June 30, 2001 and 2000. This improvement was primarily
attributable to an increase in the number of customers served, the number of
items on rent, as well as revenue earned per item on rent.

Franchise Revenue. Total franchise revenue decreased by $1.0 million, or 3.6%,
to $27.2 million for the six months ended June 30, 2001 from $28.2 million for
the six months ended June 30, 2000. This decrease was primarily attributable to
a decrease in the number of franchise locations during the first two quarters of
2001 as compared to the first two quarters of 2000.

Depreciation of Rental Merchandise. Depreciation of rental merchandise increased
by $19.6 million, or 13.4%, to $165.1 million for the six months ended June 30,
2001 from $145.5 million for the six months ended June 30, 2000. This increase
was primarily attributable to an increase in the number of units on rent.
Depreciation of rental merchandise expressed as a percent of store rentals and
fees revenue increased to 20.6% in 2001 from 20.5% for the same period in 2000.
This slight increase in primarily a result of the acquisitions made during the
first half of 2001.

Cost of Merchandise Sold. Cost of merchandise sold decreased by $396,000, or
1.1%, to $37.0 million for the six months ended June 30, 2001 from $37.4 million
for the six months ended June 30, 2000. This decrease was primarily a result of
a decrease in the number of items sold during the first six months of 2001 as
compared to the first six months of 2000.

Salaries and Other Expenses. Salaries and other expenses expressed as a
percentage of total store revenue increased to 56.9% for the six months ended
June 30, 2001 from 55.5% for the six months ended June 30, 2000. This increase
was primarily attributable to the infrastructure expenses and costs associated
with our new store growth initiatives.

Franchise Cost of Merchandise Sold. Franchise cost of merchandise sold decreased
by $1.0 million, or 4.3%, to $23.2 million for the six months ended June 30,
2001 from $24.2 million for the six months ended June 30, 2000. This decrease is
primarily a result of a decrease in the number of franchise locations during the
first two quarters of 2001 as compared to the first two quarters of 2000.

General and Administrative Expenses. General and administrative expenses
expressed as a percent of total revenue remained constant at 3.0% for the six
months ending June 30, 2001 and 2000.




                                       15

<PAGE>   16

Amortization of Intangibles. Amortization of intangibles increased by $734,000,
or 5.3%, to $14.7 million for the six months ended June 30, 2001 from $14.0
million for the six months ended June 30, 2000. This increase was primarily
attributable to the additional goodwill amortization associated with the
acquisition of 68 stores in the last three quarters of 2000 and the additional
78 stores acquired in the first half of 2001. Accounting for goodwill and
intangibles amortization will be revised under SFAS 142. However, we will
continue to amortize goodwill and intangible assets recognized prior to July 1,
2001 under the current method until January 1, 2002, at which time quarterly and
annual goodwill amortization of approximately $7.1 million and $28.4 million
will no longer be recognized. We intend to complete a transitional fair value
based impairment test of goodwill as of January 1, 2002 by December 31, 2002. In
addition, we intend to complete a transitional impairment test of all intangible
assets with indefinite lives by March 31, 2002. Impairment losses, if any,
resulting from the transitional testing will be recognized in the quarter ended
March 31, 2002, as a cumulative effect of a change in accounting principle.

Operating Profit. Operating profit increased by $8.8 million, or 7.3%, to $129.1
million for the six months ended June 30, 2001 from $120.3 million for the six
months ended June 30, 2000 before the pre-tax non-recurring class action
settlement refund of $22.4 million received in the second quarter of 2000.
Including the class action litigation settlement refund, operating profit was
$142.7 million for the six months ending June 30, 2000. Operating profit as a
percentage of total revenue decreased to 14.6% for the six months ended June 30,
2001 from 15.3% for the six months ended June 30, 2000 before the pre-tax
non-recurring class action litigation settlement refund of $22.4 million
received in the second quarter of 2000. This decrease is primarily attributable
to the infrastructure expenses and initial costs associated with our new store
growth initiatives.

Net Earnings. Net earnings increased by $8.7 million, or 20.1%, to $52.5 million
for the six months ended June 30, 2001 from $43.8 million for the six months
ended June 30, 2000 before the after-tax effect of the class action litigation
settlement refund received in the second quarter of 2000. Net earnings were
$55.5 million for the six months ended June 30, 2000 including the settlement
refund. The increase before the after tax effect of the settlement refund is
primarily attributable to an increase in revenues, operational improvements in
existing stores and reduced interest expenses resulting from a reduction in
outstanding debt.

Preferred Dividends. Dividends on our Series A preferred stock are payable
quarterly at an annual rate of 3.75%. We account for shares of preferred stock
distributed as dividends in-kind at the greater of the stated value or the value
of the common stock obtainable upon conversion on the payment date. For the six
months ended June 30, 2001, the value of the common stock ($9.38 million) was
greater than the stated dividend of $5.31 million. For the six months ended June
30, 2000, the stated dividend of $5.13 million was greater than the value of the
common stock obtainable. Had in-kind dividends distributed on our Series A
preferred stock been valued at the stated value, basic earning per common share
would have been $1.87 per share for the six months ended June 30, 2001.

THE THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2000

Store Revenue. Total store revenue increased by $51.6 million, or 13.6%, to
$430.0 million for the three months ended June 30, 2001 from $378.4 million for
the three months ended June 30, 2000. The increase in total store revenue is
directly attributable to the success of our efforts on improving store
operations through:

         o     increasing the number of units on rent;

         o     increasing our customer base;

         o     increasing the average price per unit on rent by upgrading our
               rental merchandise; and

         o     incremental revenues through acquisitions.

This focus resulted in same store revenues increasing by $31.5 million, or 8.7%,
to $393.4 million for the three months ended June 30, 2001 from $361.9 million
for the three months ended June 30, 2000. Same store revenues represent those
revenues earned in stores that were operated by us for each of the entire three
month periods ending June 30, 2001 and 2000. This improvement was primarily
attributable to an increase in the number of customers served, the number of
items on rent, as well as revenue earned per item on rent.


                                       16

<PAGE>   17


Franchise Revenue. Total franchise revenue decreased by $1.1 million, or 8.1%,
to $12.7 million for the three months ended June 30, 2001 from $13.8 million for
the three months ended June 30, 2000. This decrease was primarily attributable
to a decrease in the number of franchise locations during the first two quarters
of 2001 as compared to the first two quarters of 2000.

Depreciation of Rental Merchandise. Depreciation of rental merchandise increased
by $10.5 million, or 14.2%, to $84.3 million for the three months ended June 30,
2001 from $73.8 million for the three months ended June 30, 2000. This increase
was primarily attributable to an increase in the number of units on rent.
Depreciation of rental merchandise expressed as a percent of store rentals and
fees revenue increased to 20.6% in 2001 from 20.5% in 2000. This slight increase
in primarily a result of the acquisitions made during the first half of 2001.

Cost of Merchandise Sold. Cost of merchandise sold increased by $879,000, or
6.0%, to $15.4 million for the three months ended June 30, 2001 from $14.6
million for the three months ended June 30, 2000. This increase was primarily a
result of an increase in merchandise sold during the first six months of 2001.

Salaries and Other Expenses. Salaries and other expenses expressed as a
percentage of total store revenue increased to 56.8% for the three months ended
June 30, 2001 from 55.8% for the three months ended June 30, 2000. This increase
was directly attributable to the infrastructure expenses and costs associated
with our new store growth initiatives.

Franchise Cost of Merchandise Sold. Franchise cost of merchandise sold decreased
by $1.1 million, or 9.2%, to $10.7 million for the three months ended June 30,
2001 from $11.8 million for the three months ended June 30, 2000. This decrease
is primarily a result of a decrease in the number of franchise locations during
the first two quarters of 2001 as compared to the first two quarters of 2000.

General and Administrative Expenses. General and administrative expenses
expressed as a percent of total revenue remained constant at 3.1% for the three
months ending June 30, 2001 and 2000.

Amortization of Intangibles. Amortization of intangibles increased by $441,000,
or 6.3%, to $7.4 million for the three months ended June 30, 2001 from $7.0
million for the three months ended June 30, 2000. This increase was primarily
attributable to the additional goodwill amortization associated with the
acquisition of 68 stores in the last three quarters of 2000 and the additional
78 stores acquired in the first half of 2001. Accounting for goodwill and
intangibles amortization will be revised under SFAS 142. However, we will
continue to amortize goodwill and intangible assets recognized prior to July 1,
2001 under the current method until January 1, 2002, at which time quarterly and
annual goodwill amortization of approximately $7.1 million and $28.4 million
will no longer be recognized. We intend to complete a transitional fair value
based impairment test of goodwill as of January 1, 2002 by December 31, 2002. In
addition, we intend to complete a transitional impairment test of all intangible
assets with indefinite lives by March 31, 2002. Impairment losses, if any,
resulting from the transitional testing will be recognized in the quarter ended
March 31, 2002, as a cumulative effect of a change in accounting principle.

Operating Profit. Operating profit increased by $4.8 million, or 7.8%, to $66.6
million for the three months ended June 30, 2001 from $61.8 million for the
three months ended June 30, 2000 before the pre-tax non-recurring class action
litigation settlement refund received in the second quarter of 2000. Including
the class action litigation settlement, operating profit was $84.2 million for
the three months ended June 30, 2000. Operating profit as a percentage of total
revenue decreased to 15.1% for the three months ended June 30, 2001 from 15.8%
for the three months ended June 30, 2000 before the pre-tax non-recurring class
action litigation settlement refund received in the second quarter of 2000. This
decrease is attributable to the infrastructure expenses and initial costs
associated with our new store growth initiatives.

Net Earnings. Net earnings increased by $4.6 million, or 20.4%, to $27.5 million
for the three months ended June 30, 2001 from $22.9 million for the three months
ended June 30, 2000 before the after tax effect of the class action litigation
settlement refund received in the second quarter of 2000. Net earnings for the
three months ending June 30, 2000 were $34.6 million after the settlement
refund. The increase before the after tax effect of the refund settlement is
primarily attributable to an increase in revenues, operational improvements in
existing stores and reduced interest expenses resulting from a reduction in
outstanding debt.



                                       17

<PAGE>   18
Preferred Dividends. Dividends on our Series A preferred stock are payable
quarterly at an annual rate of 3.75%. We account for shares of preferred stock
distributed as dividends in-kind at the greater of the stated value or the value
of the common stock obtainable upon conversion on the payment date. For the
three months ended June 30, 2001, the value of the common stock ($5.05 million)
was greater than the stated dividend of $2.68 million. For the three months
ended June 30, 2000 the stated dividend of $2.58 million was greater than the
value of the common stock. Had in-kind dividends distributed on our Series A
preferred stock been valued at the stated value, basic earning per common share
would have been $.97 per share for the three months ended June 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity requirements are for debt service, working capital,
capital expenditures, acquisitions and new store openings. Our primary sources
of liquidity have been cash provided by operations, borrowings and sales of
equity securities. In the future, we may incur additional debt, or may issue
debt or equity securities to finance our operating and growth strategies. The
availability and attractiveness of any outside sources of financing will depend
on a number of factors, some of which relate to our financial condition and
performance, and some of which are beyond our control, such as prevailing
interest rates and general economic conditions. There can be no assurance that
additional financing will be available, or if available, that it will be on
terms we find acceptable.

For the six months ending June 30, 2001, cash provided by operating activities
decreased by $12.8 million to $63.6 million in 2001 from $76.4 million during
the six month period ending June 30, 2000. This decrease was primarily the
result of an increase in the amount of rental merchandise resulting from strong
consumer demand in the first half of 2001. We purchased $270.5 million and
$250.7 million of rental merchandise during the first half of 2001 and 2000,
respectively.

Cash used in investing activities increased by $21.9 million to $63.8 million
during the six month period ending June 30, 2001 from $41.9 million during the
six month period ending June 30, 2000. This increase is primarily attributable
to the cost associated with the opening and acquisition of new stores during the
first half of 2001. We make capital expenditures in order to maintain our
existing operations as well as for new capital assets in new and acquired
stores. We spent $29.7 million and $15.3 million on capital expenditures during
the six month periods ending June 30, 2001 and 2000, respectively, and expect to
spend an additional $20.3 million for the remainder 2001. In the second half of
2000, we resumed our strategy of increasing our store base through opening new
stores, as well as through opportunistic acquisitions. As of August 8, 2001, we
have acquired 5 additional stores for approximately $1.6 million in cash in two
separate transactions and opened an additional 6 stores. It is our intention to
increase the number of stores we operate by an average of approximately 10% per
year over the next several years.

Cash used in financing activities increased by $1.9 million to $8.8 million
during the six month period ending June 30, 2001 from $6.9 million during the
six month period ending June 30, 2000. This increase is primarily related to the
increase in debt repayments to our senior credit facilities. During the six
months ended June 30, 2000, due to refinancing, we received proceeds from debt
in the amount of $207.5 million and repaid that amount and an additional $7.3
million for other debt. During the first six months of 2001, we paid down $76.1
million in debt using the proceeds from the issuance of our common stock in the
May 2001 offering, as well as from available cash flow from operations.

The profitability of our stores tends to grow at a slower rate approximately
five years from the time we open or acquire them. As a result, in order for us
to show improvements in our profitability, it is important for us to continue to
open stores in new locations or acquire underperforming stores on favorable
terms. There can be no assurance that we will be able to acquire or open new
stores at the rates we expect, or at all. We cannot assure you that the stores
we do acquire or open will be profitable at the same levels that our current
stores are, or at all.

Borrowings. The table below shows the scheduled maturity dates of our senior
debt outstanding at June 30, 2001.


<Table>
<Caption>

     YEAR ENDING
      DECEMBER 31,                   (IN THOUSANDS)
-----------------------------        --------------

<S>                                <C>
July 1 to December 31, 2001            $  2,109
                       2002               2,109
                       2003               2,109
                       2004              31,002
                       2005             117,681
                 Thereafter             334,990
                                       --------
                                       $490,000
                                       ========
</Table>

                                       18
<PAGE>   19

Under our senior credit facility, we are required to use 25% of the net proceeds
from any equity offering to repay our term loans. In June 2001, we used the net
proceeds of approximately $45.7 million from the offering of our common stock to
repay a portion of our term loans. Since June 30, 2001, we have pre-paid an
additional $25.0 million of our senior debt.

We intend to continue to make prepayments of debt under our senior credit
facilities, repurchase some of our senior subordinated notes or repurchase our
common stock under our common stock repurchase program, to the extent we have
available cash that is not necessary for store openings or acquisitions. We
cannot, however, assure you that we will have excess cash available for these
purposes.

Senior Credit Facilities. The senior credit facilities are provided by a
syndicate of banks and other financial institutions led by The Chase Manhattan
Bank, as administrative agent. At June 30, 2001, we had a total of $490.0
million outstanding under these facilities, all of which was under our term
loans. At June 30, 2001, we had $76.3 million of availability under the
revolving credit facility.

Borrowings under the senior credit facilities bear interest at varying rates
equal to 1.25% to 2.75% over LIBOR, which was 3.76% at June 30, 2001. We also
have a prime rate option under the facilities, but have not exercised it to
date. At June 30, 2001, the average rate on outstanding senior debt borrowings
was 5.98%.

During 1998, we entered into interest rate protection agreements with two banks.
Under the terms of the interest rate agreements, the LIBOR rate used to
calculate the interest rate charged on $500.0 million of the outstanding senior
term debt has been fixed at an average rate of 5.59%. The protection on $250
million expires in September 2001, and the protection on the balance expires in
2003. As of the date of this report, we have not made any commitments to enter
into a new interest rate protection agreement for the portion of our existing
agreement that expires in September 2001, but may do so at a later date.

The senior credit facilities are secured by a security interest in substantially
all of our tangible and intangible assets, including intellectual property and
real property. The senior credit facilities are also secured by a pledge of the
capital stock of our subsidiaries.

The senior credit facilities contain covenants that limit our ability to:

         o     incur additional debt (including subordinated debt) in excess of
               $25 million;

         o     repurchase in excess of $50 million of our capital stock and
               senior subordinated notes;

         o     incur liens or other encumbrances;

         o     merge, consolidate or sell substantially all our property or
               business;

         o     sell assets, other than inventory;

         o     make investments or acquisitions unless we meet financial tests
               and other requirements;

         o     make capital expenditures; or

         o     enter into a new line of business.

The senior credit facilities require us to comply with several financial
covenants, including a maximum leverage ratio, a minimum interest coverage ratio
and a minimum fixed charge coverage ratio. At June 30, 2001, the maximum
leverage ratio was 4.50:1, the minimum interest coverage ratio was 2.50:1, and
the minimum fixed charge coverage ratio was 1.3:1. On that date, our actual
ratios were 2.05:1, 4.71:1 and 2.20:1.

Events of default under the senior credit facilities include customary events,
such as a cross-acceleration provision in the event that we default on other
debt. In addition, an event of default under the senior credit facilities would
occur if we undergo a change of control. This is defined to include the case
where Apollo ceases to own at least 50% of the amount of our voting stock that
they owned on August 5, 1998, or a third party becomes the beneficial owner of
33.33% or more of our voting stock at a time when certain permitted investors
own less than the third party or Apollo entities own less than 35% of the voting
stock owned by the permitted investors. We do not have the ability to prevent
Apollo from selling its stock, and therefore would be subject to an event of
default if Apollo did so and its sales were not agreed to by the lenders under
the senior credit facilities. This could result in the acceleration of the
maturity of our debt under the senior credit facilities, as well as under the
subordinated notes through their cross-acceleration provision.



                                       19

<PAGE>   20
Subordinated Notes. In August 1998, we issued $175.0 million of subordinated
notes, maturing on August 15, 2008, under an indenture dated as of August 18,
1998 among us, our subsidiary guarantors and IBJ Schroder Bank & Trust Company,
as trustee.

The indenture contains covenants that limit our ability to:

         o     incur additional debt;

         o     sell assets or our subsidiaries;

         o     grant liens to third parties;

         o     pay dividends or repurchase stock; and

         o     engage in a merger or sell substantially all of our assets.

Events of default under the indenture include customary events, such as a
cross-acceleration provision in the event that we default in the payment of
other debt due at maturity or upon acceleration for default in an amount
exceeding $25 million.

We may redeem the notes after August 15, 2003, at our option, in whole or in
part. In addition, subject to the restrictions set forth in the senior credit
facility, at any time prior to August 15, 2001 we may redeem up to 33.33% of the
original aggregate principal amount of the subordinated notes with the cash
proceeds of one or more equity offerings, at a redemption price of 111% of the
principal amount being redeemed.

The subordinated notes also require that upon the occurrence of a change of
control (as defined in the indenture), the holders of the notes have the right
to require us to repurchase the notes at a price equal to 101% of the original
aggregate principal amount, together with accrued and unpaid interest, if any,
to the date of repurchase. If we did not comply with this repurchase obligation,
this would trigger an event of default under our senior credit facilities.

Sales of Equity Securities. On May 31, 2001, we completed an offering of
3,680,000 shares of our common stock at an offering price of $42.50 per share.
In this offering, 1,150,000 shares were offered by us and 2,530,000 shares were
offered by some of our stockholders. Net proceeds to us were approximately $45.7
million.

During 1998, we issued 260,000 shares of our Series A preferred stock at $1,000
per share, resulting in aggregate proceeds of $260.0 million. Dividends on our
Series A preferred stock accrue on a quarterly basis, at the rate of $37.50 per
annum, per share, and are currently paid in additional shares of Series A
preferred stock because of restrictive provisions in our senior credit
facilities. Beginning in 2003, we will be required to pay the dividends in cash
and may do so under our senior credit facilities so long as we are not in
default.

The Series A preferred stock is not redeemable until 2002, after which time we
may, at our option, redeem the shares at 105% of the $1,000 per share
liquidation preference plus accrued and unpaid dividends.

Litigation. In 1998, we recorded an accrual of approximately $125.0 million for
estimated probable losses on litigation assumed in connection with the Thorn
Americas acquisition. As of June 30, 2001, we have paid approximately $116.0
million of this accrual in settlement of most of these matters and legal fees.
These settlements were funded primarily from amounts available under our senior
credit facilities, including the revolving credit facility and the multidraw
facility, as well as from cash flow from operations. Additional settlements or
judgments against us on our existing litigation could affect our liquidity.

Common Stock Repurchase Plan. In April 2000, we announced that our board of
directors had authorized a program to repurchase in the open market up to an
aggregate of $25 million of our common stock. To date, no shares of common stock
have been purchased by us under this share repurchase program. However, we may
begin repurchasing shares of our common stock at any time.

Economic Conditions. Although our performance has not suffered in previous
economic downturns, we cannot assure you that demand for our products,
particularly in higher price ranges, will not significantly decrease in the
event of a prolonged recession.




                                       20

<PAGE>   21

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2001, we adopted SFAS 133, which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and hedging activities. All derivatives,
whether designated in hedging relationships or not, are required to be recorded
on the balance sheet at fair value. If the derivative is designated as a fair
value hedge, the changes in the fair value of the derivative and of the hedged
item attributable to the hedged risk are recognized in earnings. If the
derivative is designated as a cash flow hedge, the effective portions of changes
in the fair value of the derivative are recorded in other comprehensive income
and are recognized in the income statement when the hedged item affects
earnings. Ineffective portions of changes in the fair value of cash flow hedges
are recognized in earnings.

The adoption of SFAS 133 on January 1, 2001 resulted in a cumulative pre-tax
increase to other comprehensive income of $2.6 million, or $1.4 million after
taxes. As a result of a decline in interest rates for the six months ended June
30, 2001, accumulative other comprehensive loss at the end of the period was
$2.5 million after taxes.

On July 20, 2001, the Financial Accounting Standards Board issued SFAS 141,
Business Combinations and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is
effective for all business combinations completed after June 30, 2001. SFAS 142
is effective for fiscal years beginning after December 15, 2001; however,
certain provisions of this Statement apply to goodwill and other intangible
assets acquired between July 1, 2001 and the effective date of SFAS 142.

Major provisions of these Statements and their effective dates for the Company
are as follows:

         o     all business combinations initiated after June 30, 2001 must use
               the purchase method of accounting;

         o     intangible assets acquired in a business combination must be
               recorded separately from goodwill if they arise from contractual
               or other legal rights or are separable from the acquired entity
               and can be sold, transferred, licensed, rented or exchanged,
               either individually or as part of a related contract, asset or
               liability;

         o     goodwill, as well as intangible assets with indefinite lives,
               acquired after June 30, 2001, will not be amortized;

         o     effective January 1, 2002, all previously recognized goodwill and
               intangible assets with indefinite lives will no longer be subject
               to amortization;

         o     effective January 1, 2002, goodwill and intangible assets with
               indefinite lives will be tested for impairment annually and
               whenever there is an impairment indicator; and

         o     all acquired goodwill must be assigned to reporting units for
               purposes of impairment testing and segment reporting.

We will continue to amortize goodwill and intangible assets recognized prior to
July 1, 2001, under our current method until January 1, 2002, at which time
quarterly and annual goodwill amortization of approximately $7.1 million and
$28.4 million will no longer be recognized. We intend to complete a transitional
fair value based impairment test of goodwill as of January 1, 2002 by December
31, 2002. In addition, we intend to complete a transitional impairment test of
all intangible assets with indefinite lives by March 31, 2002. Impairment
losses, if any, resulting from the transitional testing will be recognized in
the quarter ended March 31, 2002, as a cumulative effect of a change in
accounting principle.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

INTEREST RATE SENSITIVITY

As of June 30, 2001, we had $175.0 million in senior subordinated notes
outstanding at a fixed interest rate of 11.0%, and $490.0 million in term loans.
Our senior subordinated notes mature on August 15, 2008. The fair value of the
senior subordinated notes is estimated based on discounted cash flow analysis
using interest rates currently offered for loans with similar terms to borrowers
of similar credit quality. The fair value of the senior subordinated notes at
June 30, 2001 was $178.5 million, which is $3.5 million above their carrying
value. Unlike the senior subordinated notes, the $490.0 million in term loans
and all borrowings under the senior credit facility have variable interest rates
indexed to current LIBOR rates. Because the variable rate structure exposes us
to risk of increased interest cost if interest rates rise, in 1998 we entered
into $500.0 million in interest rate swap agreements that lock in a LIBOR rate
of 5.59%, thus hedging this risk. These contracts have a weighted average
remaining life of approximately one and one half years, with $250.0 million
expiring in September of 2001 and $250.0 million expiring in 2003. The swap
agreements had an aggregate fair value of ($4.7) million at June 30, 2001. A
hypothetical 1.0% change in the LIBOR rate would have affected the fair value of
the swaps by approximately $11.1 million.

                                       21

<PAGE>   22

MARKET RISK

Market risk is the potential change in an instrument's value caused by
fluctuations in interest rates. Our primary market risk exposure is fluctuations
in interest rates. Monitoring and managing this risk is a continual process
carried out by the Board of Directors and senior management. We manage our
market risk based on an ongoing assessment of trends in interest rates and
economic developments, giving consideration to possible effects on both total
return and reported earnings.

INTEREST RATE RISK

We hold long-term debt with variable interest rates indexed to prime or LIBOR
that exposes us to the risk of increased interest costs if interest rates rise.
To reduce the risk related to unfavorable interest rate movements, we have
entered into certain interest rate swap contracts on $500.0 million of debt to
pay a fixed rate of 5.59%.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we, along with our subsidiaries, are party to various legal
proceedings arising in the ordinary course of business. Except as described
below, we are not currently a party to any material litigation.

Murray v. Rent-A-Center, Inc. In May 1999, the plaintiffs filed a putative
nationwide class action in federal court in Missouri, alleging that we have
discriminated against African Americans in our hiring, compensation, promotion
and termination policies. Plaintiffs alleged no specific amount of damages in
their complaint. Members of the regional class defined in our completed
settlement of the Allen v. Thorn Americas, Inc. litigation would not be included
in the Murray case. On May 11, 2001, the court denied the plaintiffs' motion for
class certification. The Eighth Circuit Court of Appeals denied plaintiffs'
appeal of that decision. Accordingly, this case will proceed on an individual
plaintiff basis. We believe plaintiffs' claims in this suit are without merit.
However, there can be no assurance that we will be found to have no liability.

Colon v. Thorn Americas, Inc. The plaintiffs filed this class action in November
1997 in New York state court. This matter was assumed by us in connection with
the Thorn Americas acquisition, and appropriate purchase accounting adjustments
were made for such contingent liabilities. The plaintiffs acknowledge that
rent-to-own transactions in New York are subject to the provisions of New York's
Rental Purchase Statute but contend the Rental Purchase Statute does not provide
Thorn Americas immunity from suit for other statutory violations. Plaintiffs
allege Thorn Americas has a duty to disclose effective interest under New York
consumer protection laws, and seek damages and injunctive relief for Thorn
Americas' failure to do so. This suit also alleges violations relating to
excessive and unconscionable pricing, late fees, harassment, undisclosed
charges, and the ease of use and accuracy of its payment records. In their
prayers for relief, the plaintiffs have requested the following:

         o     class certification;

         o     injunctive relief requiring Thorn Americas to (A) cease certain
               marketing practices, (B) price their rental purchase contracts in
               certain ways, and (C) disclose effective interest;

         o     unspecified compensatory and punitive damages;

         o     rescission of the class members contracts;

         o     an order placing in trust all moneys received by Thorn Americas
               in connection with the rental of merchandise during the class
               period;

         o     treble damages, attorney's fees, filing fees and costs of suit;

         o     pre- and post-judgment interest; and

         o     any further relief granted by the court.

The plaintiffs have not specified a specific amount on their request for
damages.

                                       22

<PAGE>   23

The proposed class originally included all New York residents who were party to
Thorn Americas' rent-to-own contracts from November 26, 1991 through November
26, 1997. In her class certification briefing, Plaintiff acknowledged her claims
under the General Business Law in New York are subject to a three year statute
of limitations, and is now requesting a class of all persons in New York who
paid for rental merchandise from us since November 26, 1994. We are vigorously
defending this action. In November 2000, following interlocutory appeal by both
parties from the denial of cross-motions for summary judgement, we obtained a
favorable ruling from the Appellate Division of the State of New York,
dismissing Plaintiff's claims based on the alleged failure to disclose an
effective interest rate. Plaintiff's other claims were not dismissed. Plaintiff
moved to certify a state-wide class in December 2000. Discovery on certification
has been completed and our response has been filed. We are vigorously opposing
class certification. Although there can be no assurance that our position will
prevail, or that we will be found not to have any liability, we believe the
decision by the Appellate Division to be a significant and favorable development
in this matter.

Wisconsin Attorney General Proceeding. On August 4, 1999, the Wisconsin Attorney
General filed suit against us and our subsidiary ColorTyme in the Circuit Court
of Milwaukee County, Wisconsin, alleging that our rent-to-rent transaction
violates the Wisconsin Consumer Act and the Wisconsin Deceptive Advertising
Statute. The Attorney General claims that our rent-to-rent transaction, coupled
with the opportunity afforded our customers to purchase rental merchandise under
what we believe is a separate transaction, is a disguised credit sale subject to
the Wisconsin Consumer Act. Accordingly, the Attorney General alleges that we
have failed to disclose credit terms, misrepresented the terms of the
transaction and engaged in unconscionable practices. We currently operate 27
stores in Wisconsin.

The Attorney General seeks injunctive relief, restoration of any losses suffered
by any Wisconsin consumer harmed and civil forfeitures and penalties in amounts
ranging from $50 to $10,000 per violation. The Attorney General's claim for
monetary penalties applies to at least 6,240 transactions through February 28,
2001.

Since the filing of this suit, we have attempted to negotiate a mutually
satisfactory resolution of these claims with the Wisconsin Attorney General's
office, including the consideration of possible changes in our business
practices in Wisconsin. To date, we have not been successful, but our efforts
are ongoing. If we are unable to negotiate a settlement with the Attorney
General, we intend to litigate the suits. Discovery is underway, and a pre-trial
conference has been set for November 2001. Although we cannot assure you that we
will be found to have no liability in this matter, we believe its ultimate
resolution will not have a material adverse effect upon us.

Wilfong, et. al. v. Rent-A-Center, Inc./Margaret Bunch, et. al. v.
Rent-A-Center, Inc. In August 2000, a putative nationwide class action was filed
against us in federal court in East St. Louis, Illinois by Claudine Wilfong and
18 other plaintiffs, alleging that we engaged in class-wide gender
discrimination following our acquisition of Thorn Americas. In December 2000, a
similar suit filed by Margaret Bunch in federal court in the Western District of
Missouri was amended to allege similar class action claims. The allegations
underlying these matters involve charges of wrongful termination, constructive
discharge, disparate treatment and disparate impact. With respect to the Wilfong
matter, the plaintiffs, in their prayer for relief, have requested class
certification, injunctive relief, actual damages of $410,000,000, unspecified
compensatory and punitive damages, attorney's fees, filing fees and costs of
suit, pre-judgment interest, and any further relief granted by the court. In the
Bunch matter, the plaintiffs make similar requests for relief, although no
specific amounts are claimed as actual damages. In addition, the U.S. Equal
Employment Opportunity Commission filed a motion to intervene on behalf of the
plaintiffs in the Wilfong matter. The court granted this motion on May 14, 2001.
With respect to the Bunch matter, in July 2001 the court stayed the action and
compelled the plaintiffs to arbitrate their claims. However, we cannot assure
you that the action will not survive with other class representatives. Although
each of these cases is in the early stages, we believe the claims are without
merit. We cannot assure you, however, that we will be found to have no liability
for these matters.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


At our Annual Meeting of Stockholders held on May 15, 2001, the nominees for our
Class I directors were elected. Two Class I directors were elected by all of our
stockholders and one Class I director was elected by the holders of our Series A
preferred stock. The stockholders also approved an amendment to our certificate
of incorporation, increasing the number of shares of our common stock we are
authorized to issue from 50,000,000 to 125,000,000, and approved certain
amendments to our Amended and Restated Long-Term Incentive Plan.


                                       23


<PAGE>   24



The voting was as follows for the directors elected by all of our stockholders:

NOMINEE                                    FOR                  WITHHELD

J. Ernest Talley                       21,151,340               2,229,877
Mitchell E. Fadel                      21,151,190               2,230,027

The voting was as follows for the director elected by the holders of our Series
A preferred stock:

NOMINEE                                    FOR                  WITHHELD

Peter P. Copses                          281,756                    0

In addition to the directors elected at our Annual Meeting of Stockholders, the
following directors' terms of office as a director continued after the Annual
Meeting of Stockholders:

L. Dowell Arnette      Lawrence M. Berg      J.V. Lentell     Mark E. Speese

We currently have one vacancy on our Board of Directors.


The voting to approve the amendment to our certificate of incorporation was as
follows:

                     FOR               AGAINST              WITHHELD

                  29,441,677          3,731,778              12,135

The voting to approve the amendments to our Amended and Restated Long-Term
Incentive Plan was as follows:

                     FOR               AGAINST              WITHHELD

                  23,656,028          7,556,434              16,552



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

CURRENT REPORTS ON FORM 8-K

Current Report on Form 8-K filed on May 11, 2001.

Current Report on Form 8-K filed on May 22, 2001.

EXHIBITS

   EXHIBIT
   NUMBER                      EXHIBIT DESCRIPTION
   -------          ----------------------------------------

    2.1(1)      --  Stock Purchase Agreement, dated as of June 16, 1998, among
                    Renters Choice, Inc., Thorn International BV and Thorn plc
                    (Pursuant to the rules of the Commission, the schedules and
                    exhibits have been omitted. Upon the request of the
                    Commission, the Company will supplementally supply such
                    schedules and exhibits to the Commission.)




                                       24
<PAGE>   25

    3.1(2)      --  Amended and Restated Certificate of Incorporation of Renters
                    Choice, Inc.

    3.2(3)      --  Certificate of Amendment to the Amended and Restated
                    Certificate of Incorporation of Renters Choice, Inc.

      3.3*      --  Certificate of Amendment to the Amended and Restated
                    Certificate of Incorporation of Rent-A-Center, Inc.

    3.4(4)      --  Amended and Restated Bylaws of Rent-A-Center, Inc.

    4.1(5)      --  Form of Certificate evidencing Common Stock

    4.2(6)      --  Certificate of Designations, Preferences and Relative Rights
                    and Limitations of Series A Preferred Stock of Renters
                    Choice, Inc.

    4.3(7)      --  Certificate of Designations, Preferences and Relative Rights
                    and Limitations of Series B Preferred Stock of Renters
                    Choice, Inc.

    4.4(8)      --  Indenture, dated as of August 18, 1998, by and among Renters
                    Choice, Inc., as Issuer, ColorTyme, Inc. and Rent-A-Center,
                    Inc., as Subsidiary Guarantors, and IBJ Schroder Bank &
                    Trust Company, as Trustee

    4.5(9)      --  Form of Certificate evidencing Series A Preferred Stock

    4.6(10)     --  Form of Exchange Note

    4.7(11)     --  First Supplemental Indenture, dated as of December 31, 1998,
                    by and among Renters Choice Inc., Rent-A-Center, Inc.,
                    ColorTyme, Inc., Advantage Companies, Inc. and IBJ Schroder
                    Bank & Trust Company, as Trustee.

   10.1(12)     --  Amended and Restated Rent-A-Center, Inc. Long-Term Incentive
                    Plan

   10.2(13)     --  Credit Agreement, dated August 5, 1998, among Renters
                    Choice, Inc., Comerica Bank, as Documentation Agent,
                    NationsBank N.A., as Syndication Agent, and The Chase
                    Manhattan Bank, as Administrative Agent, and certain other
                    lenders

   10.3(14)     --  First Amendment, dated as of February 25, 2000, to the
                    Credit Agreement, dated August 5, 1998, among Rent-A-Center,
                    Inc. (formerly known as Renters Choice, Inc.), Comerica
                    Bank, as Documentation Agent, NationsBank N.A., as
                    Syndication Agent, and the Chase Manhattan Bank, as
                    Administrative Agent, and certain other lenders

   10.4(15)     --  Amended and Restated Credit Agreement, dated as of August 5,
                    1998 as amended and restated as of June 29, 2000, among
                    Rent-A-Center, Inc., Comerica Bank, as Documentation Agent,
                    Bank of America, NA, as Syndication Agent, and The Chase
                    Manhattan Bank, as Administration Agent

   10.5(16)     --  First Amendment, dated as of May 8, 2001, to the Credit
                    Agreement, dated as of August 5, 1998, as amended and
                    restated as of June 29, 2000, among Rent-A-Center, Inc., the
                    Lenders parties to the Credit Agreement, the Documentation
                    Agent and Syndication Agent named therein and The Chase
                    Manhattan Bank, as Administrative Agent.

                                       25
<PAGE>   26

   10.6(17)     --  Guarantee and Collateral Agreement, dated August 5, 1998,
                    made by Renters Choice, Inc., and certain of its
                    Subsidiaries in favor of the Chase Manhattan Bank, as
                    Administrative Agent

   10.7(18)     --  Stockholders Agreement, dated as of August 5, 1998, by and
                    among Apollo Investment Fund IV, L.P., Apollo Overseas
                    Partners IV, L.P., J. Ernest Talley, Mark E. Speese, Renters
                    Choice, Inc., and certain other persons

   10.8(19)     --  Agreements to be Bound to Stockholders Agreement, each dated
                    September 9, 1999, by and among Apollo Investment Fund IV,
                    L.P., Apollo Overseas Partners IV, L.P., J. Ernest Talley,
                    Mark E. Speese, Rent-A-Center, Inc. and certain other
                    persons.

   10.9(20)     --  Agreements to be Bound to Stockholders Agreement, each dated
                    November 8, 2000, by and among Apollo Investment Fund IV,
                    L.P., Apollo Overseas Partners IV, L.P., J. Ernest Talley,
                    Mark E. Speese, Rent-A-Center, Inc. and certain other
                    Persons.

  10.10(21)     --  Registration Rights Agreement, dated August 5, 1998, by and
                    Between Renters Choice, Inc., Apollo Investment Fund IV,
                    L.P., and Apollo Overseas Partners IV, L.P., related to the
                    Series A Convertible Preferred Stock

  10.11(22)     --  Registration Rights Agreement, dated August 5, 1998, by and
                    Between Renters Choice, Inc., Apollo Investment Fund IV,
                    L.P., and Apollo Overseas Partners IV, L.P., related to the
                    Series B Convertible Preferred Stock

  10.12(23)     --  Stock Purchase Agreement, dated August 5, 1998, among
                    Renters Choice, Inc., Apollo Investment Fund IV, L.P. and
                    Apollo Overseas Partners IV, L.P.

-----------

*    Filed herewith

(1) Incorporated herein by reference to Exhibit 2.9 to the registrant's
    Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(2) Incorporated herein by reference to Exhibit 3.2 to the registrant's Annual
    Report on Form 10-K for the year ended December 31, 1994

(3) Incorporated herein by reference to Exhibit 3.2 to the registrant's
    Quarterly Report on Form 10-Q for the quarter ended September 30, 1996

(4) Incorporated herein by reference to Exhibit 3.3 to the registrant's Annual
    Report on Form 10-K for the year ended December 31, 2000

(5) Incorporated herein by reference to Exhibit 4.1 to the registrant's Form S-4
    filed on January 19, 1999.

(6) Incorporated herein by reference to Exhibit 4.2 to the registrant's
    Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(7) Incorporated herein by reference to Exhibit 4.3 to the registrant's
    Quarterly Report on Form 10-Q for the quarter ended June 30, 1998


                                       26

<PAGE>   27

(8)   Incorporated herein by reference to Exhibit 4.4 to the registrant's
      Registration Statement Form S-4 filed on January 19, 1999

(9)   Incorporated herein by reference to Exhibit 4.5 to the registrant's
      Registration Statement Form S-4 filed on January 19, 1999

(10)  Incorporated herein by reference to Exhibit 4.6 to the registrant's
      Registration Statement Form S-4 filed on January 19, 1999

(11)  Incorporated herein by reference to Exhibit 4.7 to the registrant's
      Registration Statement Form S-4 filed on January 19, 1999

(12)  Incorporated herein by reference to Exhibit 99.1 to the registrant's
      Registration Statement of Form S-8 (File No. 333-62582)

(13)  Incorporated herein by reference to Exhibit 10.18 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(14)  Incorporated herein by reference to Exhibit 10.3 to the registrant's
      Annual Report on Form 10-K for the year ended December 31, 1999

(15)  Incorporated herein by reference to Exhibit 10.4 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 2000

(16)  Incorporated herein by reference to Exhibit 10.5 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended March 31, 2001

(17)  Incorporated herein by reference to Exhibit 10.19 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(18)  Incorporated herein by reference to Exhibit 10.21 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(19)  Incorporated herein by reference to Exhibit 10.7 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended September 30, 1998

(20)  Incorporated herein by reference to Exhibit 10.8 to the registrant's
      Annual Report on Form 10-K for the year ended December 31, 2000

(21)  Incorporated herein by reference to Exhibit 10.22 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(22)  Incorporated herein by reference to Exhibit 10.23 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(23)  Incorporated herein by reference to Exhibit 2.10 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998




                                       27

<PAGE>   28




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned duly authorized officer.

                                     RENT-A-CENTER, INC.

                                     By: /s/ Robert D. Davis
                                         -------------------------------------
                                         Robert D. Davis
                                         Senior Vice President-Finance and
                                         Chief Financial Officer

Date: August 10, 2001


                                       28
<PAGE>   29





                                INDEX TO EXHIBITS


<Table>
<Caption>

    EXHIBIT
     NUMBER           EXHIBIT DESCRIPTION
    -------           -------------------

<S>              <C>  <C>
    2.1(1)        --  Stock Purchase Agreement, dated as of June 16, 1998, among
                      Renters Choice, Inc., Thorn International BV and Thorn plc
                      (Pursuant to the rules of the Commission, the schedules and
                      exhibits have been omitted. Upon the request of the
                      Commission, the Company will supplementally supply such
                      schedules and exhibits to the Commission.)

    3.1(2)        --  Amended and Restated Certificate of Incorporation of Renters
                      Choice, Inc.

    3.2(3)        --  Certificate of Amendment to the Amended and Restated
                      Certificate of Incorporation of Renters Choice, Inc.

      3.3*        --  Certificate of Amendment to the Amended and Restated
                      Certificate of Incorporation of Rent-A-Center, Inc.

    3.4(4)        --  Amended and Restated Bylaws of Rent-A-Center, Inc.

    4.1(5)        --  Form of Certificate evidencing Common Stock

    4.2(6)        --  Certificate of Designations, Preferences and Relative Rights
                      and Limitations of Series A Preferred Stock of Renters Choice, Inc.

    4.3(7)        --  Certificate of Designations, Preferences and Relative Rights
                      and Limitations of Series B Preferred Stock of Renters Choice,
                      Inc.

    4.4(8)        --  Indenture, dated as of August 18, 1998, by and among Renters
                      Choice, Inc., as Issuer, ColorTyme, Inc. and Rent-A-Center, Inc.,
                      as Subsidiary Guarantors, and IBJ Schroder Bank & Trust Company,
                      as Trustee

    4.5(9)        --  Form of Certificate evidencing Series A Preferred Stock

    4.6(10)       --  Form of Exchange Note

    4.7(11)       --  First Supplemental Indenture, dated as of December 31, 1998, by
                      and among Renters Choice Inc., Rent-A-Center, Inc., ColorTyme,
                      Inc., Advantage Companies, Inc. and IBJ Schroder Bank & Trust
                      Company, as Trustee.

   10.1(12)       --  Amended and Restated Rent-A-Center, Inc. Long-Term Incentive
                      Plan

   10.2(13)       --  Credit Agreement, dated August 5, 1998, among Renters Choice,
                      Inc., Comerica Bank, as Documentation Agent, NationsBank N.A., as
                      Syndication Agent, and The Chase Manhattan Bank, as Administrative
                      Agent, and certain other lenders

   10.3(14)       --  First Amendment, dated as of February 25, 2000, to the Credit
                      Agreement, dated August 5, 1998, among Rent-A-Center, Inc.
                      (formerly known as Renters Choice, Inc.), Comerica Bank, as
                      Documentation Agent, NationsBank N.A., as Syndication Agent, and
                      the Chase Manhattan Bank, as Administrative Agent, and certain
                      other lenders

   10.4(15)       --  Amended and Restated Credit Agreement, dated as of August 5,
                      1998 as amended and restated as of June 29, 2000, among
                      Rent-A-Center, Inc., Comerica Bank, as Documentation Agent, Bank
                      of America, NA, as Syndication Agent, and The Chase Manhattan
                      Bank, as Administration Agent

</Table>


<PAGE>   30

<Table>

<S>              <C>  <C>
  10.5(16)        --  First Amendment, dated as of May 8, 2001, to the Credit
                      Agreement, dated as of August 5, 1998, as amended and restated as
                      of June 29, 2000, among Rent-A-Center, Inc., the Lenders parties
                      to the Credit Agreement, the Documentation Agent and Syndication
                      Agent named therein and The Chase Manhattan Bank, as
                      Administrative Agent.

   10.6(17)       --  Guarantee and Collateral Agreement, dated August 5, 1998, made
                      by Renters Choice, Inc., and certain of its Subsidiaries in favor
                      of the Chase Manhattan Bank, as Administrative Agent

   10.7(18)       --  Stockholders Agreement, dated as of August 5, 1998, by and
                      among Apollo Investment Fund IV, L.P., Apollo Overseas
                      Partners IV, L.P., J. Ernest Talley, Mark E. Speese, Renters
                      Choice, Inc., and certain other persons

   10.8(19)       --  Agreements to be Bound to Stockholders Agreement, each dated
                      September 9, 1999, by and among Apollo Investment Fund IV,
                      L.P., Apollo Overseas Partners IV, L.P., J. Ernest Talley,
                      Mark E. Speese, Rent-A-Center, Inc. and certain other
                      persons.

   10.9(20)       --  Agreements to be Bound to Stockholders Agreement, each dated
                      November 8, 2000, by and among Apollo Investment Fund IV,
                      L.P., Apollo Overseas Partners IV, L.P., J. Ernest Talley,
                      Mark E. Speese, Rent-A-Center, Inc. and certain other
                      persons.

  10.10(21)       --  Registration Rights Agreement, dated August 5, 1998, by and
                      between Renters Choice, Inc., Apollo Investment Fund IV,
                      L.P., and Apollo Overseas Partners IV, L.P., related to the
                      Series A Convertible Preferred Stock

  10.11(22)       --  Registration Rights Agreement, dated August 5, 1998, by and
                      between Renters Choice, Inc., Apollo Investment Fund IV,
                      L.P., and Apollo Overseas Partners IV, L.P., related to the
                      Series B Convertible Preferred Stock

  10.12(23)       --  Stock Purchase Agreement, dated August 5, 1998, among Renters
                      Choice, Inc., Apollo Investment Fund IV, L.P. and Apollo
                      Overseas Partners IV, L.P.
</Table>


-------------
 *    Filed herewith

(1)   Incorporated herein by reference to Exhibit 2.9 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(2)   Incorporated herein by reference to Exhibit 3.2 to the registrant's Annual
      Report on Form 10-K for the year ended December 31, 1994

(3)   Incorporated herein by reference to Exhibit 3.2 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended September 30, 1996

(4)   Incorporated herein by reference to Exhibit 3.3 to the registrant's Annual
      Report on Form 10-K for the year ended December 31, 2000


<PAGE>   31

(5)   Incorporated herein by reference to Exhibit 4.1 to the registrant's Form
      S-4 filed on January 19, 1999.

(6)   Incorporated herein by reference to Exhibit 4.2 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(7)   Incorporated herein by reference to Exhibit 4.3 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(8)   Incorporated herein by reference to Exhibit 4.4 to the registrant's
      Registration Statement Form S-4 filed on January 19, 1999

(9)   Incorporated herein by reference to Exhibit 4.5 to the registrant's
      Registration Statement Form S-4 filed on January 19, 1999

(10)  Incorporated herein by reference to Exhibit 4.6 to the registrant's
      Registration Statement Form S-4 filed on January 19, 1999

(11)  Incorporated herein by reference to Exhibit 4.7 to the registrant's
      Registration Statement Form S-4 filed on January 19, 1999

(12)  Incorporated herein by reference to Exhibit 99.1 to the registrant's
      Registration Statement of Form S-8 (File No. 333-62582)

(13)  Incorporated herein by reference to Exhibit 10.18 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(14)  Incorporated herein by reference to Exhibit 10.3 to the registrant's
      Annual Report on Form 10-K for the year ended December 31, 1999

(15)  Incorporated herein by reference to Exhibit 10.4 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 2000

(16)  Incorporated herein by reference to Exhibit 10.5 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended March 31, 2001

(17)  Incorporated herein by reference to Exhibit 10.19 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(18)  Incorporated herein by reference to Exhibit 10.21 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(19)  Incorporated herein by reference to Exhibit 10.7 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended September 30, 1998

(20)  Incorporated herein by reference to Exhibit 10.8 to the registrant's
      Annual Report on Form 10-K for the year ended December 31, 2000

(21)  Incorporated herein by reference to Exhibit 10.22 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(22)  Incorporated herein by reference to Exhibit 10.23 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

(23)  Incorporated herein by reference to Exhibit 2.10 to the registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998

